


You Are Listening To

by Zekkass



Category: Transformers - All Media Types, Transformers Generation One
Genre: Alternate Universe, Canon-Typical Violence, Character Study, Cybertron, M/M, OCs - Freeform, Pre-Series, Robogore, Sensation Play, Torture, Transformers Plug and Play Sexual Interfacing, WIP, Worldbuilding
Language: English
Status: Completed
Published: 2016-12-28
Updated: 2017-05-23
Packaged: 2018-09-12 21:27:18
Rating: Explicit
Warnings: Graphic Depictions Of Violence, No Archive Warnings Apply
Chapters: 16
Words: 17,823
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/9091411
Author URL: https://archiveofourown.org/users/Zekkass/pseuds/Zekkass
Summary: Soundwave is one of the many communication hubs Cybertron uses to maintain its datanet. It expects that it will exist for millennia as a useful resource for other Cybertronians, propagating the spread of ideas and concepts from its humble location in one of the lower levels of Iacon.Optimus shouldn't be down here.





	1. Chapter 1

**Author's Note:**

> Merry Christmas, Cosmic! I sure hope you wanted a multi-chaptered fic that I haven't finished writing yet, because that's what I've got for you. I don't know where this is going. I'm aiming for Optimus/Soundwave, and it'll likely turn (even more) AU if I can get them to fall in love. We will see!
> 
> \- Headcanons galore. Optimus was never Orion Pax. Elita was never Ariel. More changes abound, as this is my G1 now!
> 
> \- Soundwave is nonbinary, and assumes others are as well. I have no idea if these robots will get gender as that's not what I'm here to write about. Everyone gets to be an it and a they instead! \o/
> 
> \- Update schedule should be daily or every other day because I am not spending the next year writing this. Please poke me if I start taking too long!
> 
> \- Rating and tags will change as more gets added to this fic. Expect it to go up to Explicit as I eventually get some smut going!
> 
> Enjoy!

It's a quiet day for Soundwave: less than a dozen users, below average amounts of traffic, and nothing interesting coming in over the datanet. The date is marked as the potential start in a trend, a signal to deploy Rumble and Frenzy so they can unbolt Soundwave from this corner and assist in relocation.

Buzzsaw leaves on its signal to survey the neighboring area - it won't do to be obvious about its potential intentions to others. Minute signals flash between them, and Laserbeak also takes to the air. They'll find perches and record the passage of traffic, shifting spots as necessary to get a full survey.

Ravage extends a question from its dormancy: _Are we going on the offensive?_

_Ravage: bored?_

A low chuckle, and Soundwave resolves the problem by deploying Ravage as well, sending it out so it can enjoy itself. Data from its previous ventures indicate that it will stalk individual mechs, listen at gathering places, and get friendly with other comm units. All of this is agreeable, and Ravage is utterly loyal to Soundwave as a dock: there is no reason to be suspicious of its cassetticons.

Cycles pass. Mechs come and go, often with trivial queries or the simple desire for face-to-face-plate conversation. Soundwave manages them all, scanning the datanet, occasionally communicating with its neighbors; sharing data freely, but not the mark that a new trend may be in play; it is only a guess.

Speculation and conversation is interrupted as a new mech stumbles into Soundwave's visual range. Soundwave is not a medical mech, but it is equipped with rudimentary medical equipment and scanners so that it can tend to its cassetticons and pass along medical information to experts in the event of an emergency. A brief scan reassures Soundwave: this mech will be able to restore itself within seven cycles, provided it allows itself time to run that function. Hopefully it will go directly to a haven and recharge.

Soundwave abstracts itself from the datanet and its ongoing conversations, its sense of time slowing down as it records every frame of this mech's movement, as it stumbles down the street, a hand against its side as energon and other liquids leak from still-open gashes. Its optics are bright, its audials turning this way and that.

Visual details: a large mech, a warrior-class frame with reinforced plating and a battle-mask deployed over its face-plate. Its chest has two shield emitters set into it, those surfaces catching the light in interesting ways; indicating that it is a newer frame, as that technology is relatively new according to the files Soundwave pulls as it gets closer and closer.

It makes its way to Soundwave's interface and reaches for a pad with energon-smeared fingers, at which point Soundwave beeps at it, startling it into stopping, optics fixed on Soundwave's surface.

"Suggestion: vocal commands," Soundwave says.

"... My apologies," says the mech. "I'm looking for the location of a medical clinic run by - "

The sound of engines revving echoes down the street, followed by a rumble that has Frenzy and Rumble waking up automatically, requesting deployment. Soundwave grants it, unfolding to release them as the mech turns, dropping its hand from its wound and into its subspace, pulling out a rifle that it braces in both hands.

"Your condition: unsuitable for fighting. Suggestion: move behind me." Soundwave says, already assisting Rumble and Frenzy in unbolting himself, calling the rest of its cassetticons in.

The roaring sound gets louder, and Soundwave transforms, noting a slight rustiness in several joints that will have to be tended after this; its systems function, which is enough for the given situation.

"No!" The mech catches Soundwave's shoulder, field flashing briefly with apology as energon touches Soundwave's otherwise clean finish. "I'm equipped for battle."

"Repeat: your condition, unsuitable for fighting," Soundwave says. "Objective: disguise, distraction, relocation. Sit _there."_ It takes two more seconds than it should for Soundwave's finger to separate from its other digits and point, indicating a severe need to spend time in its rootmode.

The strange mech sits, because the noise of oncoming vehicles is too loud to ignore now, and they are out of time. Soundwave activates defensive mods, giving itself a new appearance and placing a hologram of its altmode where the strange mech is seated. Frenzy sends a warning ping from up the street, forced to throw itself against the wall as the first of the motorcycles screams into view - followed by a row of them eight vehicles wide.

Soundwave makes its new appearance display shock and fear as it presses itself up against the hologram, careful not to clip through it as it tries to be out of the way of the gang.

Behind the road-clearing row of vehicles is a massive convoy, covered in scarred modifications and gouting flame from one of its pipes. _Angry._

Soundwave saves visuals of the entire gang as it roars through and sends those to the local authorities in a proper report of law-breaking activity - for what good it will do in this section of Iacon. One of the motorcycles circles back around to sniff along the various openings in the walls, checking alleys and even Soundwave, its optics flashing at him before it tears off.

"And beat it!" Rumble calls after it, as Frenzy jeers; Soundwave doesn't miss how they've waited until it's gone to pick a fight, and it's appreciated. The disguise and hologram are dropped, and a hand is offered to the strange mech, helping it stand.

"Medical clinic: this way," Soundwave says as Laserbeak swoops down to perch on its shoulder - then carefully jumps to the other shoulder, avoiding the energon.

"Thank you," says the mech. "I owe you."

"Yes," Soundwave confirms. "Clinic: run by Ratchet. Acceptable?"

"More than," says the mech, relief evident in its field. "Lead on - what is your designation?"

"Soundwave. Laserbeak. Rumble, Frenzy." An indication to each cassetticon.

"I am Optimus." The name is filed away and information is pulled from the datanet as they walk, taking alleys and shortcuts wherever they appear. This mech is a soldier in training, forged in an experimental facility in Iacon, a prototype. It owes everything it is to Alpha Trion, and Soundwave opts for the shortest path towards more information: conversation.

"Optimus: displaced."

Laserbeak rises from Soundwave's shoulder, vanishing above the walls. Optimus' audials flick, raising its helm to stare after Laserbeak before it looks at Soundwave.

"I got lost," Optimus confesses. "I was trying to visit Ratchet, and took a wrong turn."

"Ratchet: did not provide a map?"

"It was supposed to be a surprise visit."

Judgement has to wait. Information is pulled on Ratchet as well as Alpha Trion, reviewed before they stop at a juncture and Soundwave raises a hand, stepping forward to send a complicated series of messages to another communications unit.

No, there is no intent to abandon its location. No, this will not take long. Yes, it has set up contingencies for if it chooses to leave a portion of the city uncovered. Do not treat it as a threat, or a traitor.

However vicious the moves for location and territory become, there is a strict system of etiquette to follow, for mechs of Soundwave's function have a set of duties: maintain the integrity of the datanet. Allow its access to all mechs. Extend coverage where possible - and there is now a hole that will be claimed by others if it isn't reclaimed quickly.

Acknowledgement comes back, and Soundwave finishes the role of guide, bringing Optimus to the doors of Ratchet's clinic.

"Optimus: obtain a map next time."

"I'll remember that," Optimus says, field sheepish. "Thank you again, Soundwave. I hope that someday I can repay you."

"Noted," Soundwave says, and turns to go. Its own maintenance can be completed in its location.

"What's this, _two_ patients?" A strange voice - Soundwave stops in its tracks, looking back as an obvious medic - Ratchet? - walks out. "Optimus! What the slag did you get up to? Why aren't you above-ground?"

Soundwave resumes walking, but that only draws the optic of the medic -

"You! I can see that rust from here. Get inside before I _haul_ you in!"

Unwise, to argue with a medic.

"Regret: offered. My post: left unattended - "

"It can wait," Ratchet says, advancing; there's the soft tingle of a scan being performed. "Especially with this level of neglect! How long have you been in your altmode?"

A number is offered; Ratchet grabs its arm.

"Both of you! Inside!"


	2. Chapter 2

The clinic is filled with mechs in varying states of disrepair, another medic crouched by one berth and realigning cables in a mech's arms. It looks in their direction, but remains focused on its work.

Optimus is steered to a berth and made to lie on it as Ratchet gets to work on the wound in its side. Sections of Optimus' armor is stripped away and circuitry exposed as Ratchet works, hands breaking apart as different tools become needed; a sight not dissimilar to how Soundwave repairs its cassettes when they're docked.

Soundwave waits, leaving its cassettes undocked as it risks greater and greater loss the longer it's away from its corner.

::It's an opportunity,:: Ravage sends, location masked.

::Denied,:: Soundwave says. ::Patience: has greater rewards.::

::Ravage has a point,:: Buzzsaw says, and its opinion is not unique, even if Buzzsaw is left to explain its position. ::If we move, others move. That shifts the entire web, potentially all the way to the surface.::

::The old place was getting quiet anyways,:: Rumble points out. ::All the gangs know not to mess with us.::

How to convince them otherwise? The threat of danger means nothing to bored cassettes. They were built to move and act, whereas Soundwave was built to be stationary. It's a fundamental difference in mindset, one that normally is only fascinating, not a lever that they use to move it.

::Ambitions: to sit inside the Senate itself?:: Soundwave challenges, watching Ratchet patch Optimus with materials too expensive to belong down here. Optimus, belonging to Alpha Trion. ::To network with Alpha Trion's personal servers?::

::We're capable of it,:: Laserbeak says, and sends surveillance data: Tempo's already moving, cassetticons deployed in their territory. There are probes from Blues, and the temporary vacancy has already spread - all thanks to Asynch's shared data. Soundwave sends an annoyed signal to Asynch, but doesn't leave the clinic.

Not now that Ratchet's closed Optimus and advanced on Soundwave's position: medical instincts in full play. There is no choice but to submit to maintenance while Optimus looks on, both sympathetic and amused.

"Optimus: purpose of visit?"

"I wanted to see the clinic," Optimus says, vocalizer set low so the sound carries between the three of them and no further; Soundwave follows suit.

"Great idea," Ratchet mutters. "You should have told me, Optimus - it's not safe down here for a lone mech."

"And be kept to the safest, well-traveled paths? No, Ratchet. I need to see all of Iacon for myself."

"Optimus: function?" Soundwave interrupts, coming up with a profound blank in its file on Optimus.

"Unknown," Optimus says, a touch of regret in its field, and wonder - "I have a soldier's programming, and an officer's, but I'm an archivist too."

"Unstable," Ratchet says, sparing a hand to tap Optimus' arm. "Tell Alpha Trion he's crazy."

"I have," Optimus says. "To answer your question, Soundwave, my only duty is to learn."

Soundwave says nothing, integrating that information and reviewing: the function of Cybertronian duties are to provide guidelines to individual mechs so that the order of society is maintained. Without such fundamental programming, communication towers would leave gaps in the datanet, medics wouldn't repair damage or perform maintenance - but the coding is only a guideline, leaving room for necessary shifts in the structure when upgrades are developed. As civilization develops, new functions become needed, old ones are discarded - here, then, is a herald of change.

Alpha Trion, if its files are correct, is an ancient Cybertronian, predating the datanet and the creation of Iacon itself. Its function is unknown, tentatively filled in as an archivist given that it has seemed to focus on that function above all else, creating a famed database centered in Iacon; as a side effect granting a great deal of power and influence to Iacon if only due to the sheer weight of its history and information. Wars have been waged for Alpha Trion's collected data.

The obvious conclusion about an experimental warbuild from Alpha Trion's hands: Optimus is built to win wars, and to preserve the peace that allows for the free trade of information on and off-planet.

New data: Optimus is an experiment, built for a purpose as yet unknown. Information gathering is conducted more efficiently with a different frame, with stable programming. An unclear function, with a frame built to withstand anything thrown at it - provided Optimus acquires the training necessary to survive even a scrap with a local convoy gang.

Rust is cleared from joints, movement restored. Ratchet finishes maintenance, offers one of its medical cables.

"Unnecessary," Soundwave says, sitting upright. Ratchet nods and withdraws the cable, turning back to Optimus.

An opportunity, Ravage had said, and as always, Ravage had been correct.

"Optimus," Soundwave says, and follows up with a ping, testing Optimus' willingness to communicate without chancing being overheard. As quiet as they had been, Soundwave assumes that every word will be conveyed to the datanet sooner or later.

::What is it, Soundwave?::

::Request: accompany you back to the surface.::

Optimus acknowledges receipt of communication, but doesn't answer; Soundwave can hear the buzz of comms between Optimus and Ratchet.

Off of the berth, standing and waiting, Soundwave orders its cassetticons to center on the clinic and aim to dock within at the earliest convenience, no matter that it will increase the number of stares they're receiving.

::I'm being warned against trusting you,:: Optimus sends as Ratchet mutters a curse, walking away from them to work on another mech, waving a newcomer in. They move from the waiting medical berths to stand in the back of the clinic, comms kept to tight-band for utter privacy. ::I'm willing to take you up with me, but what do you want in exchange?::

::Information.:: It's most of the truth.

::Did you give something up by bringing me here?::

::Yes.::

They look at each other, Soundwave aware that there should be something offered, information about itself and its personality; something to aid in the creation of emotional ties so that gaining Optimus' trust will be possible.

Therefore: it sends a map, and waits.


	3. Chapter 3

::I don't understand what I'm looking at,:: Optimus admits, as kliks pass. Its field is apologetic, not that Soundwave takes offense.

It fulfills one of its functions and disseminates information: ::Map: to be layered with layout of Iacon, levels fifty-nine to seventy. Points: posts formerly held. Highlighted areas: where specific cassetticons were acquired.:: A second map is sent, the full layout of Iacon's underground, and with that Optimus can see Soundwave's history in locations.

Information meant to engender trust, freely given; not dangerous given that it's information obtainable through other methods.

Optimus reaches out, hesitating briefly before it takes Soundwave's hand, clasping it in a tight grip, field thrown open to share gratitude freely. Soundwave stills, surprised at the vehemence of Optimus' reaction.

::I won't share this,:: Optimus promises, alerting Soundwave to how it values privacy, and expects others to value it as it does. ::Thank you, Soundwave. This is... It means a great deal to me, and I didn't expect you to share this with me.::

Soundwave tilts its helm, then nods. Reminding Optimus of what it wants would be rude.

::My cassetticons: to dock,:: Soundwave says instead, as Buzzsaw soars in, startling patients as it beelines for Soundwave. The dock is opened, and Buzzsaw transforms, slotting in comfortable as Laserbeak does the same, followed by both Frenzy and Rumble. Only Ravage remains deployed, warily refusing the order as it slinks around the clinic, invisibly investigating every mech.

No communications tower comes built with cassetticons already installed: not in this age of abundance, where there are too many cassetticons for the existing towers and increasingly limited amounts of space in the cities. Ravage exists as the first of Soundwave's cassettes, cautiously approached and then outright stolen from an older tower, cajoled into service through the offer of opportunities beyond what that slower tower had been able to provide.

Ravage's primary function is to hunt: vermin, information, mechs.

Laserbeak, Buzzsaw's: similar, with a crucial rearrangement in their priority trees: information, vermin, mechs.

Their models are intended to work in conjunction with communication towers to protect components from Cybertron's hostile wildlife, to extend coverage of a tower's effective range, and to assist in the managing of other Cybertronian mechs. Possessing three is an admittedly small amount, but sufficient for the locations Soundwave has claimed.

Not on the surface. It is one of the concerns about following Optimus: influence may be gained with Alpha Trion and Optimus to their benefit, but they will have to navigate the territories of older, far more influential towers who will be armed with far more than Soundwave has.

The clinic settles, as Optimus presumably continues examining the map and speaking with Ratchet. Soundwave waits, ignoring communications sent its way from the datanet and personal comms.

Other mechs want to know what it's doing, what gambit it's attempting to pull - or if it's throwing itself away, concerns that cannot be allowed to influence it at the moment, as it tests what it's learned, pulling information from the datanet without alerting others to its movements.

The designation of the primary communications tower in Iacon, located in the heart of a busy starport with the most prominent location, often tasked with important missives from the Senate and others - is Blaster.

That, Soundwave knew, but in a distant way, as it knows of the names of other cities, other alien species.

Today it pulls what it can with its meager skills, familiarizing itself with Blaster's patterns, most prominent cassettes, more. It moves on from the highest target it can choose, picking other names out of the datanet, along with their locations.

No one sends a question about this, but that isn't a sign that it's succeeded in being discreet. It is far more likely that it has just alerted other mechs that it intends to leave the deep underground and come up.

Perhaps it should warn Optimus of the potential threat awaiting them.

Ratchet leaves its patients, moving past them as it wipes off its hands and gestures for them to follow it into the private office of the clinic; a cluttered room, clearly well-used. Ratchet sinks into a scuffed stool and looks at them.

"Optimus, go help Fixer," Ratchet says, and without a word Optimus walks out, presumably to perform the most basic tasks as it assists the senior medic. Ravage slips in before the door closes, tail tracing an arc in the air. "You have sturdy bearings, Soundwave. Not a one of those fixtures is going to make way for you."

"Ratchet: possesses up-to-date information?"

"Not like that," Ratchet says. "But I know Message-9, and I've had a few conversations with Blaster. They both warned me about mechs like you trying to change levels."

"Intent: to stop me?"

"No," Ratchet says with a laugh, field utterly devoid of amusement. "You'd sneak up there, and Optimus would let you do it, damn fool that he is - but I can't let you walk out of here that easily, if you're going into danger."

"Refused," Soundwave says. "Medics: have no right to interfere."

"Shut up and listen," Ratchet says, suddenly on its feet, jabbing a finger into Soundwave's space. "Do you _want_ to try something new or not? Message-9's agreed to allow a space for mechs _I_ endorse, and it _won't_ be a demeaning post behind some rusty bar."

"Impossible," Soundwave says as the offer works its way through its processors. It's a sudden gift, if it's real. Even the smallest foothold - 

"Get Optimus to the surface in one piece and keep him happy and it's yours," Ratchet says. "I've already contacted Message-9, and he knows you're coming - and what I expect out of you."

Soundwave falls silent, and Ratchet sits on the stool.

"Accepted," Soundwave says after several kliks, when Ravage's tail hits the back of its pede. "Intent: to accompany Optimus to its residency. Communication with Message-9: will be established at this time, pending its signals to myself."

"There you go. Have a safe trip. Comm if Optimus tries to go off-route again."

"Optimus' curiosity: a known problem?"

"Until he's figured out what he's supposed to do," Ratchet says, turning on the stool to plug into a battered console. "Get going."

Soundwave lowers a hand to Ravage's head, petting it, then walks out.

The question of its new territory can't be that easily solved by a young medic, no matter how well-trained or prestigious. Message-9 - it begins to dig for information.

**Notes for the Chapter:**

> New: [headcanons about how comm. towers work in my headcanons.](http://zekkass.tumblr.com/post/155113350830/bonus-world-building-for-my-ongoing-fic-about)


	4. Chapter 4

Mechs stare as they walk out, leaving the clinic behind; Soundwave ignores them as irrelevant, focused on gathering information. A map, obtained. A route, confirmed with Optimus. Ravage, reluctantly docked.

Asynch is alerted to Soundwave's movements, and with that responsibility cleared Soundwave relaxes minutely as it follows Optimus. The both of them are traveling by pede, instead of transforming - for obvious reasons.

Optimus comms; ::How soon until we're trespassing?::

::Ratchet: spreads more information than necessary.::

::He's my friend,:: Optimus protests. ::Is it important that this knowledge be kept secret?::

::No,:: Soundwave says. ::Preference: not to broadcast nature, behaviors. Outside influence: possible.:: Such as what Ratchet's done - even if Soundwave cannot refuse the opportunity, it's not to its preferences.

::Have you had trouble with this before?::

An answer in visuals, sent via comms and forced to a lower quality through the compression: a mech in root mode, an optic blinded, cradling the winding form of a casseticon in its arms. A triumphant mech, covered in spiked plating, its hand on the shoulder of another mech in root mode. Assumptions: easy to draw.

::Spikeflash,:: Soundwave provides. ::Powerplays: attempted to control territory through the sole possession of information, communications. Fate: eventual termination. Known legend, _not_ contemporary.::

::Part of your history,:: Optimus says, tone muted, respectful.

::Certain files: shared.:: Soundwave agrees.

Here Asynch is thankfully kind, transmitting agreement not to interfere with Soundwave's movements - it uses up Soundwave's coin with Asynch, but if it never intends to return here, then it's for the better. They're left alone as they walk, the cycles passing as they navigate roads and occasional bridges, leaving Asynch's territory for other regions - and here, again, Soundwave uses up favors to secure peaceful passage. None of the mechs here want to fight - argue, perhaps, but fight - no. Not unless directly threatened.

Optimus, meanwhile, fails to make conversation as Soundwave works, pulling information about Message-9, about the mechs directly in their paths, and more. Fortunately - Optimus doesn't take offense.

Soundwave allows Optimus to climb the ladder first when they reach it, a lengthy climb the only discreet way out of the level - and the safest. ::Warning: reception, may be dangerous. Suggestion: stay out of the way.::

::I know I didn't put on a good showing earlier, but I am a capable warrior.::

::Accustomed to fighting nonstandard frames?::

::In a sense.::

::Repeat: stay out of the way.::

A brief flare of light from above betrays the way Soundwave is getting on Optimus' nerves, not that Soundwave intends to ease up on the warnings.

 _You want to protect Optimus._ Laserbeak comments, full of knowing amusement. It's not unwarranted, as the feeling has been growing as they approach danger.

 _Optimus: lacks information necessary for survival,_ Soundwave sends, then - due to Laserbeak's proximity to its spark, and the way they share emotions while docked - _Reasons: incomplete._

 _Just say it, boss._ Rumble says, tone teasing - 

_You want to link cables!_ \- and Frenzy finishes it.

Laughter rings through its spark as Soundwave's optics narrow.

_Rumble, Frenzy: could assist in the climb by undocking, relieving weight._

_We're not sorry!_

Threats: useless when the recipients know they carry no weight. Soundwave releases an exasperated gust of air from its vents.

::Trouble?:: Optimus asks, pausing briefly on the ladder.

::No,:: Soundwave says.

Subroutines run, retrieving information from the datanet and sorting it as they climb, as another portion of Soundwave's processor works through new emotional data, analyzing this new situation: there is an unexpected attraction to Optimus.

Reasons: as yet unanalyzed gratitude for the change in Soundwave's life. Courtesy and understanding, repeatedly offered and demonstrated. Manner: kind.

Remarkably flimsy reasons for Soundwave's processor to even begin to think of Optimus as a potential... here Soundwave stops, letting the entire analysis drop.

When they're safely on the surface, established with new territory and no longer in immediate danger...then this analysis will be useful.

For now - they climb. Soundwave focuses on the pleasantly repetitive motions of hauling itself up the rungs of the ladder, sensors extended to detect fliers of any size.

Information: the level above possesses at least twelve distinct zones, controlled by nearly sixty communication towers. Two are adjacent to the ladder's end, mechs known for their ambition and fenced in as a result, stranded away from the busiest sectors. The probability of their awareness of Soundwave's situation: next to certain. Estimation: violent reprisal against Soundwave's passage, for reasons borne of jealousy and a desire to demonstrate their own power.

Soundwave doesn't hesitate once it's done and they're within kliks of emerging: it sends the summary directly to Optimus, then adjusts its speed as Optimus draws a pistol from its subspace, climbing with one hand.

 _Let us out,_ Buzzsaw demands, as they get closer to danger.

_Risk: too high._

_So you'll sacrifice Optimus' helm instead? They're our ticket out of here! Let_ me _out, Soundwave!_

"Optimus," Soundwave says, the sound echoing through the walls, and they both freeze. A mistake, to use its vocalizer when comms would have sufficed. A mistake - Soundwave's distracted, frustrated, worried.

Soundwave's dock opens, releasing Buzzsaw, Laserbeak, and Ravage. The fliers take to the air, and Ravage to the ladder, easily climbing up past them, tail swishing in irritated flicks.

::Mistake.:: Soundwave says, closing up. Optimus doesn't acknowledge it verbally, field turning reassuring as they begin to climb again.

Optimus: kind, but not to the point of weakness. Soundwave files that away into its analysis as Buzzsaw flies into the narrow tunnel above them.

Architecture: below lies the urban level, buildings of all types crammed together on a horizontal level. From this height one can identify the planned grid - utility-related buildings there, residences there, a zone intended to be orderly and efficient - but even from here the marks of decay and chaos are visible. There are ugly red lights painting one district as the zone of gangs. One of the taller structures has been tipped and broken. Darkness dominates another district, not that it's unoccupied.

An entire level abandoned and left to starve, except for the resourcefulness of those who live there - and the generous efforts of philanthropists from Iacon's rich surface.

Soundwave won't miss it.

Instead attention is shifted to the column in the center of the level, the impressively armored shaft that connects the layers. It contains the lifts that make it convenient for mechs to move between levels - and other things, like the transport of goods and energon up and down. Without that structure, this would be an abandoned cavern, not part of Iacon.

They should be on that lift instead of climbing the full distance - but the saved time, even if it measures in days and potentially weeks - isn't worth it for two reasons: first, the obscene amount of danger for Soundwave. It's the most obvious mode of travel, the easiest to trap, and if any other mechs have risked the trip up to take up Message-9's supposed offer, they'd be picked off on the way up that way.

The second... Optimus was curious, and eager for adventure.

And above them: the end of the long tunnel, a hatch easily opened - no immediate ambush. Soundwave accepts Optimus' hand when it's offered, leaving the hatch to look around - but it's all the same. Even from the ground level it's obvious that the next level up has been abandoned too.

It could be disappointing, if they intended to stop here.


	5. Chapter 5

Sublevel fifty-eight of Iacon: not as derelict as sublevel fifty-nine. Energon flows from the communal dispensers in spurts, emptying roads, centering communities around the dispensers, the cracks in the pipes, _free fuel._

Soundwave: aware of this, unused to this. Fuel, according to its personal experiences, comes from other mechs, their frames and their supplies, never given freely. Fuel comes from personal generators, converters, other sources. Never energon in its purest form.

Optimus' field is held close to its frame as they walk, discomfort in its stance: understandable, given that it comes from riches. Soundwave could speak to it, explain that this, while strange even to it, is normal.

It refrains. Let Optimus draw that conclusion.

Buzzsaw appears in its field of vision, soaring in low to drop a tight-beamed databurst before it soars off.

They haven't spotted the other comm towers yet, or their cassetticons. Mechs stand and stare as they pass, occasionally bending close to their companions to share communication.

::I think the locals are working together,:: Optimus says, slowing so Soundwave can move up to walk with it.

::Agreed. Centralized sources of energon: prime locations, additional opportunities for mechs to speak to Tightband, Inductor. Social structure: notably encourages alliances, cooperation...violence.::

No few of the mechs they see are scarred, carrying visible injuries.

Laserbeak returns, landing on Soundwave's shoulder. It sends visuals: a broken pipe, its massive size so decayed with rust and worse that structures have been built inside of it, collecting the energon that flows down it, depriving a dispenser - putting the energon directly in the hands of mechs.

The nearby buildings are clearly makeshift barracks, homes for the mechs who control this resource - but the visuals ignore those mechs, focusing on the conspicuous rectangle on the corner of one building.

::Tightband,:: Laserbeak confirms.

A new comm comes, from an unfamiliar frequency: not a coincidence.

::Toll: hand over cassetticons and the noblemech.::

::Toll,:: Soundwave answers. ::Unfeasible. Suggested: trade information, favors?::

::Comment: can't say you weren't warned.::

Before Tightband closes the comm, a worm plays over the feed, ones and zeroes that are erased as Soundwave sees them, the initial assault defeated.

"Don't open your comms," Soundwave says immediately, moving close enough to brush fields with Optimus, impressing upon it how serious this is. Optimus nods fractionally, audials flicking faster.

"Above!" Laserbeak says, leaping from Soundwave's shoulder - a larger flier lands on Laserbeak, taking it to the floor as they fight, wings beating, beaks snapping, ugly hisses sounding as their cables probe for methods to get into each other's systems.

Optimus draws its pistol and spins as Soundwave darts forward, grabbing the enemy cassetticon and ripping it from Laserbeak, suffering a bite in the process but successfully crushing part of its wing as it's thrown into a wall.

"Optimus: run!" Soundwave says, turning in time to see Optimus fire at a second flier, shot burning a wing - one of six - and making it veer off with a shout, buying them seconds -

Soundwave picks up Laserbeak, giving it a perch as they get to Optimus - Soundwave seizes its arm and pulls it along, and they break into a run, joined by Buzzsaw overhead - there are screams as Laserbeak rises to tangle with the six-winged cassette, Buzzsaw biting - not a fight Soundwave can watch, even if it's _terrifying_ to hear the sounds of their pain and be forced to keep moving.

Trust: possible, but _painful._

 _No,_ Soundwave repeats to Rumble and Frenzy, over and over again as they request to be undocked. They don't have the mobility of Ravage or the fliers, they don't know the terrain, they will not be separated - 

Optimus fires ahead of them, missing a quadrupedal cassette by inches as it launches, claws gashing Optimus' upthrown arm as Ravage collides with it, carrying it off into a wall.

Three, Soundwave notes, expecting at least double that number as they continue - they run. There are the sound of wings in the air, the humming of motors, and yowls and shouts as the fights continue. Laserbeak returns first, flying ahead of them and directing their flight as they rip past buildings and other mechs, a frantic scramble towards the borders of Tightband's territory.

There isn't a reason to be afraid - yet, not yet, if Soundwave can manage trust. They all have weapons in reserve.

Ravage lands on its back, awkwardly clinging to its shoulder before it finds a perch, the weight welcome as Soundwave tilts its helm to the side, letting Ravage have stability to rearrange its plating and blades. A cable emerges from its paw, plugging into an open port on Soundwave's neck, and they share information, maps and whatever it could steal from the CPU of the other cassette.

Their enemies: not Tightband alone. Inductor, engaged in sudden, extremely temporary alliance for the chance to seize and divvy up Soundwave's cassettes, mods, frame. Their flight: into danger.

Soundwave acknowledges this as Ravage unplugs, leaping down to run with them.

Buzzsaw perches next, plugging in to share much the same data, energon dripping from its beak - but there is a surprise in this data.

"Optimus, warning," Soundwave says as Buzzsaw lifts off again. "Inductor, coming itself. This fight: may be difficult. Repeated suggestion: stay behind me."

"Tell me you have a plan," Optimus says, not arguing this time.

"Yes," Soundwave says as a scream comes from above - Laserbeak, or an enemy? Soundwave's frame can't go faster - 

A low basso thump vibrates through the floor, and Laserbeak screams again as they reach it - there's Inductor, partially in rootmode, crouching over its speakers with its arms outstretched, modded fins in place to funnel the sound - 

Laserbeak's on the floor, another quadruped cassette standing over it.

"Hostage obtained," says Inductor, prematurely: Optimus fires into one speaker, making it shout in pain as Ravage leaps at the enemy cassette, a burst of sparks rising from its mane as Laserbeak makes good on its name.

Another shot has another speaker spitting sparks and smoke, and at that point Soundwave ignores Inductor and its cassettes, picking up Laserbeak and docking it manually before it seizes Optimus' arm and pulls it along.

"Inductor: sane," Soundwave tells Optimus as they move. "Repeat, _sane."_

Here they run, the next ladder within reach now that they've passed through the gauntlet, and for this ladder Soundwave takes point, Buzzsaw flying up with them and Ravage perched on its back and shoulder again, the two of them defense against attack as they climb.

"Limited comms: do _not_ accept foreign frequencies," Soundwave says, and switches. ::Optimus: did well. Too well.::

::Why are you concerned for Inductor?::

::Inductor: fool, will be forced to move. Tightband: won. Balance of power: irreversibly changed.::

::You were in _danger,_ Soundwave!::

A brief shuffling of priorities as nothing pursues them. Realization that there is a social cue Soundwave has missed.

::Gratitude: offered,:: it says finally.

::You're welcome,:: Optimus says.

The silence is total between them, until Ravage docks, followed by Buzzsaw. Self-repair works while it can, augmented by Soundwave's systems, the damage minimal, within accepted tolerances - too much for Soundwave's preferences.

::Are they okay?:: Optimus asks.

::Damage: within tolerances,:: Soundwave says, surprised by the concern, then not surprised at all. ::Rumble, Frenzy: upset at missing combat.::

That draws a surprised laugh out of Optimus, a sound that makes Soundwave feel briefly warm as they reach the next level.


	6. Chapter 6

**Notes for the Chapter:**

> Please note the updated tags and raised rating!

Iacon's sublevels have improved as they've climbed, gone from ramshackle slums falling into decay into better-maintained but nearly deserted regions. Even the walls become lighter, rust scraped away, lights replaced; where the city prospers, it cares for itself, if not for its citizens. Due to how far from the surface these levels are, few mechs come - creating a tidied ghost town.

Here to Soundwave's private surprise, territory is less valuable, and the few mechs they may have had to fear simply do not care. All it takes - after cycles of hurried climbing, furtive spying, negotiations - is the promise to remember the designations of these towers, in the event that Soundwave survives to prosper.

::If we don't let you pass, you might stay here,:: says Rigcomm. ::We're comfortable.::

Trust is difficult, but necessity demands that they stop where they can, refuel and recharge. They find an empty domicile, a cheaply built structure with standard berths and plastic everywhere to preserve it from rust and vermin. Even so one of the berths folds at a touch, its metal utterly consumed.

Ravage nearly bursts from Soundwave's dock in its eagerness to be on the hunt; Soundwave lets it out, along with the rest of its cassetticons. The fliers leave quickly, but Frenzy walks up to Optimus, giving it an appraising look.

"Hello?" Optimus asks, bending slightly to look all the way down at Rumble; the difference in their heights is impressive, and Frenzy makes no attempt to scale Optimus, hands on its hips, expression twisted in a scowl.

"You've got a lot of guts, I'll give you that - but that's it. You're not getting any favors from me." Frenzy raises its fist, punches its palm. "Upset the boss and I'll kick your aft so hard you'll sail off of Cybertron. Am I clear?"

"Crystal," Optimus says after a moment, but it isn't a good enough actor to hide its amusement.

"Hey! I'm not joking around! I could throw you!"

"Yeah, with my help," Rumble says, stretching and ignoring the annoyed growl from Frenzy.

"Optimus," Soundwave says, interceding before this turns into trouble. "Frenzy: concerned about the risk to myself."

"Forget the risk, we can handle that!" Frenzy bursts out. "I'm worried about your - _hey!"_ Rumble slams hands over Frenzy's mouth, then drags it out - their scuffling is audible from outside.

"... Is there something I need to know?" Optimus asks, looking at Soundwave.

"Irrelevant to the situation at hand," Soundwave says, resuming investigating the domicile, testing the chairs for vermin and weakness.

"If it concerns you..."

Pushing. Concerned pushing. Optimus only means well.

Analysis is hurried, prioritized; Soundwave straightens and turns to Optimus. It's best to be as clear as possible in matters of the emotional centers, before misunderstandings occur.

"Concern: growing emotional attachment centered on your personality, appearance, outside of other factors. Situation: unusual."

The scuffling from outside has notably become silent. Ravage may be focused on hunting, but a record of this has undoubtedly been made and shared.

Optimus' optics flicker, signaling surprise and the abrupt shift as tasks are shuffled, analysis started or hurried. Understanding comes:

"I'm - I'm very flattered," Optimus says, a hitch in its vocalizer. "I've never been.... I'm sorry, I don't know what to say."

"Real suave there!" Rumble calls as Frenzy boos. "Just link cables already!"

"... Forgiveness: asked for them. Optimus: not required to say anything. Statement: intended as explanation, not a query - "

Optimus steps forward, hands opening as its field unfolds from the usual polite distance, blooming into a full display of data, subtle shifts sending tingles through Soundwave's sensors. Here the full effect of Optimus' emotional bank is on display: surprise, affection, caution, traces of embarrassment, an unwavering sense of protection - in a word, reciprocal.

There is only one way to answer a display like that: Soundwave unfurls its own, choosing to abandon self-analysis in favor of answering Optimus' bravery by letting it all come across unfiltered.

Carefully chosen words, compatible emotions, stationed cassettes so they have both privacy and protection - 

Optimus reaches out to take Soundwave's hand, field turning daring as it guides Soundwave's hand to its shield emitters, inviting touch.

It is the correct choice: linking cables is the more intimate choice, appropriate for returning emotional signals, but it is highly distracting, potentially damaging - too dangerous for their current situation. Physical touch, focusing on stimulating sensors and provoking bursts of charge to diffuse the confusion of signals, incidentally highly pleasurable - Soundwave promptly maps the subtle gradations of Optimus' chest, metal sliding over delicate covering, tapping occasionally to make Optimus twitch.

"Suggestion: reposition yourself," Soundwave says, pleased by Optimus' prompt compliance as it folds down to its knees, placing its hands on Soundwave's pedes, carefully tracing sensitive grooves in Soundwave's knee joints.

In this position Optimus' chest is slightly too low to be easily accessed, but its helm is directly accessible, easily tugged forward so Optimus' face-mask touches Soundwave's torso. Now Soundwave can explore its audials at leisure, gently touching those delicate antennae and resting a hand on Optimus' helm, feeling the gentle vibrations of its mind at work.

Focus its sensors, and... 

Soundwave shudders, those vibrations tuning into something recognizable, something understandable, but it's difficult to study while Optimus' fingers keep finding new seams, as hot air begins to gust from its vents, rising to tickle sensors, little warnings running across their systems.

"Do I need to stop?" Optimus offers, the sound so close it's another burst of pleasant sensory data.

"Negative," Soundwave says, immediately returning to the point of this act: pleasure, and the sharing of it.

"That's a relief," Optimus says, a soft click sounding as its face-mask retracts, allowing it to apply delicate glossae to unusually sensitive buttons on Soundwave's pelvic plate - uncounted numbers of mechs have used those controls, but never in its root mode, and never with the intent of making it _feel_ gentle pressure that translates into touch instead of commands - 

Static erupts from Soundwave's vocalizer, its frame twitching more and more as involuntary motions occur, signals crossed - dangerous, dangerous if it were made to last - 

Optimus laughs, the sound mixing with pressure and heat to make Soundwave convulse as charge bursts through its frame, diffusing the danger in a rush of pleasure.

"Optimus," Soundwave says, and repeats, repeats a third time as it gathers itself.

Optimus looks up at it, face-mask closed by the time it can register its face. Its field is still open, laced with happiness.

"Reciprocation," Soundwave says, and Optimus submits, tilting its head back to expose its face to Soundwave's gently probing fingers. Soundwave considers its optics, the shape of its face-plate, then chooses its neck cabling instead, finding armor shifted out of the way so it can pinch delicate tubes and twist wires - heat rises between them, and Soundwave bends to reach back down to resume its exploration of Optimus' chest, rubbing those shields and enjoying the soft static-y whines Optimus makes in its desperation.

Charge builds - faster, as it rubs circles over its chest, reaching to tip its head forward again so it can hold the back of Optimus' neck as it braces its helm against Soundwave's torso - the charge, when it builds and bursts, is glorious to feel, triggering pleasant echoes through Soundwave's systems.

They stay like that for a while, recovering, fields mingling.


	7. Chapter 7

Alarm rises, a sharp warning across comms to all of them from Laserbeak: _cassetticons._

"Closer," Soundwave says to Optimus as its own cassettes begin to pull in closer, except for Ravage; an agreed upon pattern. Just because they have been granted passage through these levels doesn't mean they treat it if it were their own streets.

"An attack?" Optimus asks, volume lowered. It pulls its pistol from its subspace, at the ready.

"Unknown," Soundwave answers. It's pushing its own sensors up, attempting to detect the other cassettes before its symbiotes do; it admits to itself that part of its motive is to protect Optimus for emotional reasons.

One peaceful interlude means nothing except as a potential prequel to other interludes: a reminder that its emotional banks seem to have trouble accepting.

Alarm rises again, sharper this time - then silence. Soundwave stops in its tracks, then seizes Optimus' wrist and tugs on it before it begins to sprint. Fool, it knows, it _knows_ \- 

Laserbeak's signal is gone.

Silenced.

 _Not_ deactivated, not terminated, not offlined - Soundwave rejects these possibilities and runs directly into the trap, trust thrown far and wide, to Ravage and Buzzsaw, to Optimus - it will not leave this level without Laserbeak.

Down the street, down an alley, across distances it could close faster if it were something else - Soundwave runs, and Optimus' shout is the only warning it receives as a small object drops in front of their path - 

Light, and pain - 

Soundwave throws itself backwards, struggling to restore itself so it can see, or hear, or even _sense_ a field - there's pressure all along its back and sides, a band around its torso - it fights, grabs at that band and pulls until it releases, so it can open its dock and release Frenzy and Rumble.

Optics come on as they transform, resetting as bright shots veer past them, hitting a cassetticon flier as it dives. Optimus is the pressure along Soundwave's back, its arm curled around Soundwave's chest. There's a burning heat as its shields work, absorbing las-fire as it impacts the space around them, probably consuming an obscene amount of fuel to protect them.

Frenzy meets one of their opponents, a full-sized combat mech by catching its arm and tearing it clean off as Rumble slams its piles-drivers into its chest.

Soundwave holds utterly still as it tries to think through its still shaken systems - combat-mechs, not only cassetticons, an ambush capable of trapping Laserbeak - who, _who_ has set this up for them? Which tower betrayed them?

Buzzsaw attacks another flier, and Ravage is somewhere, alive, fighting - Soundwave sends concerned pulses at all of them before it forces its emotional centers down, because time is running out. Where there's influence enough to bring one combat mech will bring another, and they do _not_ have the military might to defend themselves; it has been foolish and trusting, and now their lives are in the balance - not Optimus', perhaps, but it must come last in Soundwave's priorities when it comes to self-defense

There's the sound of engines in the air, and Soundwave pushes itself against Optimus, forcing them to move, getting them up against the side of a building. Running won't save them from fliers, but cover might buy them time.

It deactivates its optical sensors, focusing instead of on energy signals, pulsing a signal at its cassettes again, demanding a net and receiving one: locational data, the frequencies of specific mechs and cassettes.

A map forms, and it activates programs kept for emergencies.

It transforms, folding up and extending its antennae, vulnerable but for Optimus' shield, which has an unknown capacity - and it begins to broadcast powerful jammers, tuned for the frequencies it can find - but rocking anyone else in range, forcing them to turn off their sensors - everything but optics work under this program, and if they use it carefully the enemy won't have time to figure that out.

Optimus' shield fades, and it drops to its knees, optics wide - Buzzsaw reports victory, dropping the head of the other flier as it takes off, aiming to find Laserbeak. Frenzy and Rumble - they return as a crash erupts above them, the building shaking as a large flier loses control of itself.

Soundwave transforms, ceasing the transmission and it helps Rumble and Frenzy pick up Optimus so they can move, following Buzzsaw's signal.

"Apologies," Soundwave says as they move. "Laserbeak: missing. Panic: my fault." Implied: it won't happen again. Whether Optimus understands or not, it eventually gets to its pedes, moving with them.

::How many times can you do that?:: Optimus asks, on a tight-band channel.

::Multiple. Enemy: may adapt. Your shield?::

::Partially drained. I can take five shots at close range, if necessary.::

::Noted. Plan: obtain Laserbeak, go on the offensive.::

::Instead of running?::

::Options: use ladder, become targets. Use lifts: become targets. Leave Iacon, use tunnels: unpredictable. Captured mechs: can be converted, used, stripped of energon and information.::

::You make it sound like this is a warzone!::

Soundwave doesn't answer that, unwilling to address that with Laserbeak potentially terminated - 

Ravage drops down from a building, Laserbeak in its jaws, its frame flickering as stealth mods deactivate. It trots up to Soundwave, who drops to its knees to gently take Laserbeak into its hands, checking - it's alive, optics dim - and it doesn't fight the manual transformation, going into the dock gratefully.

"They caught us in one of those grenade blasts," Ravage says as Soundwave reaches to touch its head gratefully. "Are you okay?"

Buzzsaw returns, diving to land on Soundwave's shoulder.

"Yes," Soundwave says. "Mission: hunt, capture. Needed: information, new equipment, fuel. Myself, Optimus: will return to the crash."

Ravage nods, headbutting Soundwave's hand before it runs off, frame fading as its stealth mods reactivate. Buzzsaw pecks at Soundwave's helm, then takes off, following Ravage.

"Optimus: keep shield at ready," Soundwave says, standing up. "Our safety: depends upon success here."

Optimus' field is unreadable, but when Soundwave looks into its optics - it nods, even if there's something sad and soft in its expression, finally leaking into its field.

"This trip: never an adventure," Soundwave says - it would ordinarily be hesitant to say so, to clarify this for Optimus, but - 

"We're going to terminate them because they hurt Laserbeak," Optimus says, and Soundwave stops, then nods. "What about Inductor?"

"That time: could afford leniency. Now: genuine danger."

"It's more than that," Optimus says, but it looks back towards the collapsed building, where a flier mech lies crashed, possibly damaged to the point of termination. "Let's go."

"Course of action: correct," Soundwave says, the only thing it can say. If there's something incorrect about its justifications, it will be resolved later, when they have what they need to survive.


	8. Chapter 8

Las-fire burns holes in the walls behind them, a shot gone wide due to Ravage's harrying - curses ring out from up the corridors, and Soundwave follows Optimus as they advance.

They've nearly reached the flier, navigated their way through a partially collapsed building, and now they find resistance: one combat mech busy trying to prevent Ravage from severing its cables and failing. Another combat mech, badly dented - indicating potential damage to its internals - crouched by a wall, rifle leveled at them.

Optimus stops. So does Soundwave. Ravage leaps away, vanishing into the shadows: the ceiling has caved in, creating rubble and different sources of light illuminate the room: running lights from the room itself, lights from outside, and the ambient glow from their optics. The floor is rent into two, creating a gap.

"Suggestion: surrender," Soundwave says. Optimus could drop them both from here if its aim is true. Energon flows freely from Ravage's victim, and its optics flick from Optimus to Soundwave and back.

Buzzsaw makes a show by leaping off of Soundwave's shoulder, flying up and letting loose a screech that makes both combat mechs flinch.

"Damn pests," says the dented mech as it fires at Optimus, the full impact of the shot sinking into Optimus' shields with a bright flare - the mech shouts in pain as Optimus returns fire, and now Buzzsaw dives, ripping into the first mech's optics and rising in a spray of energon and shards of metal.

Victory, however temporary. Optimus jumps the gap, and turns to offer a hand to Soundwave as it also jumps the gap, catching Optimus' hand and letting itself be pulled in before it crosses to the blinded mech.

Information gathering: one of its skillsets, albeit rarely tested on still-living mechs. It extends cables from its fingers, seeking out covered ports and exposing them so it can plug in, programs deployed as soon as there's a connection. This isn't a friendly visit, but one that slices through firewalls and protective systems, doing painful damage in Soundwave's haste to strip out information: 

The combat mech: Shellfire. Hired by Corrode, a mech multiple levels up, using information gained from Rigcomm. The other mech, dented: older, designated Rustshard. The flier, Spinner. Cassettes: only four, sent by Corrode to guarantee the loyalty of this troop. Other combat mechs: five - Soundwave strips their locations and designations and loadouts as well. It takes everything it can of value from Shellfire before it unplugs, leaving a hard lock on its systems, forcing it into stasis until found and revived.

Rustshard undergoes the same treatment, after Optimus restrains it, and by now Soundwave has a plan, provided Spinner isn't too badly damaged.

Tight-beamed to Optimus: ::Objective: get into the flier without damaging it. Intended use: as transport, camouflage.::

Optimus nods, leading the way once Soundwave disconnects from Rustshard. Regret leaks through Optimus' field now that Soundwave's close enough to feel it, regret and pain - it isn't fond of damaging other mechs, even if it is willing to fight.

There isn't time to talk, or even to offer reassurance that this is necessary: Spinner isn't far from their position. It's a large helicarrier, picking itself out of the rubble - unfortunately.

Soundwave touches Optimus' back to make it stop moving, shifts its comm. frequency to that of Shellfire's, and opens a channel to Spinner: once it opens, Soundwave deploys a virus, then another, making Spinner convulse - 

Soundwave moves ahead of Optimus, sprinting up to Spinner and catching an arm as it twitches through the virus-inflicted paralysis - ports are found and invaded, and Soundwave works carefully now that it needs to do something other than a smash-and-grab.

Intent: to force Spinner's personality centers into dormancy so that it can be used as a drone, with sufficient tinkering so that its security codes can be used, thus maintaining their cover for as long as possible.

Execution: difficult. Soundwave has to shut its comms. down first, and it - it makes mistakes. Nothing permanent, but painful for Spinner, draining on Soundwave's systems, and it _knows_ it will need to recharge and repair after this, as well as examine its actions closely so that it can avoid these mistakes in the future. Pain sparks up its cables, but - however messily, the job is done.

Ravage is recalled to its dock as it unplugs from Spinner -

"Optimus: hold still."

Spinner picks them up one by one, lifting them to the roof before it climbs out from the hole, the building rocking as they move - its foundations haven't reacted well to the damage - but it holds as Spinner transforms, side bay opening up. Soundwave immediately gets inside, offering a hand to Optimus now - 

Who hesitates, optics wide and field unsettled.

"Passage: safe," Soundwave says. "Optimus."

Buzzsaw soars in while Optimus hesitates, settling on Soundwave's shoulder. It transmits data, a short map of the area - they don't have time to argue.

"Optimus," Soundwave repeats, volume slightly louder to indicate urgency, and Optimus finally takes its hand, stepping into Spinner as Soundwave squeezes its hand and moves to plug back in, giving Spinner new direction, getting them in the air and closed up.

"What did you do?" Optimus asks as Soundwave works, and now that the initial assault is complete, Soundwave spares processor power for an explanation.

"Spinner: now a drone, temporarily. Will transport us to higher levels through the tunnels for flight units, going as high as its security clearance permits. Myself: using its comms to maintain cover."

"Is...is this tactic normal?"

"No," Soundwave says. "Previous uses: once, different circumstances, ended in failure. Spinner: a success, undamaged. Myself: in need of time for self-repair systems to work. Additionally: tactic: original, developed in time of extreme need."

"It's..."

Whatever Optimus means to say, it stops. Soundwave doesn't look in its direction, but it notes how Optimus moves forward in Spinner, steps slow, field likely conflicted.

"Optimus," Soundwave says. "Option: part ways. Lift: will not be a trap for you."

"No," Optimus says immediately. "Please, Soundwave. This is difficult enough to process as it is."

"Understood."

Silence falls. As they rise out of the range of fire from the ground, Soundwave slowly relaxes, shifting Spinner's status so it appears on a monitor, then unplugs. Given the nature of their cover, it's unlikely they will receive any direct query for cycles.

"Suggested: recharge," Soundwave says, glancing at Optimus before it pushes itself to a wall and leans against it, feeling the thrum of Spinner's engines. Optimus sinks to the floor, looking across at Soundwave...

"Soundwave," Optimus says, before Soundwave can initiate its recharge. "Would you ever do that to me?"

"Optimus: not a threat," Soundwave says. "Ratchet: not a threat. Actions: taken to protect ourselves, and others. Less conflict: fewer casualties. Understood?"

"You have to understand how unsettling this is - turning someone into a drone."

"Non-permanent."

"That's besides the point!"

What can be said to that? Soundwave opens its dock, welcoming Buzzsaw in, closing up securely so its cassettes can all rest.

"Optimus: trusted," Soundwave offers. It's all it can offer, to an emotional disturbance. "Request: continue discussions after recharge. Time: short."

They hold gazes for half a klik, before Optimus nods.

Situation: not entirely agreeable, but recharge: absolutely necessary.


	9. Chapter 9

**Notes for the Chapter:**

> I'm back! Sorry for the delay, everyone: real life came back and beat me up for daring to write anything on its watch. Hopefully I can resume my intended schedule, but - well. Hopefully luck will be on my side! Here is a new chapter, fresh from my fingertips.
> 
> Please enjoy!

Recharge: downtime required for subsystems to work at organization, processing, repairs. Soundwave comes online to a flurry of reports, repair statuses for itself, its cassettes. Its condition is in the ninety percent range, better than ideal.

Its chronometer reports a recharge time of nearly nine cycles, an unsettling amount of time given that the usual recharge time is that of merely a few cycles at most - but it had been damaged, several systems partially burnt out after its assault on Spinner.

It sits up, confirming that its cassettes are in a similarly well-repaired condition before it assesses its surroundings.

Spatial information: they're leaning against one side of Spinner's bay, near the front of its altmode so that they're close enough to a monitor to use it. Further front is a cockpit for manual controls should Spinner become that damaged, further back is a solid wall that hides internals, including Spinner's engine. No mods for comfort, no benches, denoting a mech that's all business, or otherwise forced into transporting the maximum amount of soldiers.

Spinner: engines still audible. Status: visible on the same monitor, unchanged with one exception: fuel levels, low. Once Soundwave ascertains how far they've come they will have to make a choice over refueling Spinner or traveling through other methods.

Optimus: seated against the opposite wall, servicing its pistol with automatic motions, optics fixed on the motion in its hands. It isn't watching the motion to guide the servicing, but due to an emotional need.

_Better talk to him, boss._

_He's done that at least five times since we tried to talk to him._

One of the absolutes in Soundwave's existence: meddling cassettes. Soundwave shares concern with them, reviewing Optimus' words and actions before it activates its vocalizer.

"Optimus: upset."

Sentence structure: subject, then the content necessary to evoke the proper response. Efficient, standardized, distinct to communication mechs. Additional elements of speech: indicating an entirely different set of programming, personality protocols, priority trees, etcetera.

Optimus finishes servicing the gun before it subspaces it and its tools, optics rising to look Soundwave in the visor.

"You're far more dangerous than I expected when I first met you," Optimus says, eliciting a nod from Soundwave, an indication to continue. "Why did you wait to meet me before you tried this ascent?"

Implied questions: does Soundwave need Optimus, have Optimus and Ratchet both made a mistake, is Soundwave too ruthless to be trusted?

Understandable, if belated.

"Optimus: should trust initial judgments. Ascent: would be fatal if attempted alone. Reasoning for delays in taking higher levels when ready: time taken to gather influence, cassettes, all advantages possible. Yourself: crucial. My goal: to claim territory."

"And then what?"

"Secure territory, expand safely. Priorities: not uncommon. Reminder: territory held, serviced with information, vermin hunting, additional benefits."

"In other words, you're out to improve Iacon," Optimus says, its field off. It's impossible to tell if this naked ambition bothers it or not, so Soundwave mitigates its stance with key reminders.

"Casualties: to be avoided. Other mechs involved: optionally. Yourself: repeatedly offered safe passage."

"Which I can't take without leaving you behind," Optimus says, optics flaring. "I don't know if that would be a death sentence or not, but I can't do that!"

Emotional files assert themselves, muddling the logical analysis of the situation, reminding Soundwave that it likes this mech for its strong protective instinct, for its curiosity, for its subtle sense of humor. It's _compatible_ with very few reservations -

Signs of a well-organized system: clear divide between logical circuits and emotional files.

Soundwave moves itself across the floor on its knees, reaching to take Optimus' hand in its own, opening its field so that the conflict can be resolved clearly. It hides nothing: its ambitions, its lack of regret in practical moves, what it would do to protect its cassettes - and now Optimus - and its growing distress in taking them all into danger, along with its pride in their competence.

Conflicting emotions? Not if they're held at bay while it does what it must.

Optimus' field opens in obligate reciprocation, sharing its fear first and foremost, attached to hurt and concern and a similar array of emotions.

"We're doing this in the frame of an unwilling mech," Optimus whispers, field showing horror, and Soundwave grips its hand tightly.

"Regrets: saved for safety," it whispers back. That horror is too strong now that it spots the way it shades all of those other emotions, and to diffuse it - Soundwave will not lie to Optimus. "Offered: information, potentially disturbing," it cautions, and transforms, careful to keep itself compact in this small space.

It presents its screen to Optimus, and displays an old memory file.

Contents: a lit console, with screens showing continuing operations, all systems green. A long hallway with a glitching walkway, halting and stuttering as it moves, shaking its passengers. Through the hallway: a factory at work. Machinery at work, pouring molten metal into waiting molds, shaving away the excess and recycling it, circuitry assembled, the assembly line operation as new frames are produced and placed into individual pods.

No glitches present, not in that machinery.

A room filled with pods, new mechs waiting within as more machinery works, tending the pods, screens on the side of every pod lit as new programming compiles and runs. Of note: the thin drill that pierces every frame to implant a small crystal within the spark chamber. Of note: optics lighting up at regular intervals, pods opening, the new mech stepping out of its pod, with programming telling it where to go before it becomes sentient.

An empty shambles of a room, where the floor is rusted through, where it's barely safe to walk.

Here is where Soundwave became sentient, in a frame in proper condition, with tanks mostly filled, with fresh communications coding guiding its systems as it connected to the datanet and learned what it could - while its surroundings reflected a decayed, abandoned reality.

Outside of the factory, empties prevail: streets lined with nearly gray frames, struggling towards any potential source of fuel. Streets lined with gray frames, some damaged, some not.

"Irony: factory designed to create communication mechs, possessed terminal glitch in its communication centers. Signal to deactivate: never received."

It is the polar opposite of Optimus' origins, being crafted by a single mech, prepared to train and welcome a young mech into the world and explain its purpose.

Soundwave transforms when it's finished, taking Optimus' hand again as Optimus stares at it with fresh horror.

"Factory: deactivated now. Myself: alive. Optimus: understands?"


	10. Chapter 10

**Notes for the Chapter:**

> My profoundest apologies for taking so long with this - real life continued its hammering, and I'm so sorry about it. I'm going to do my best to try to get back to updating at least one every two days, but be warned that I may be forced to shift to a weekly schedule instead.
> 
> I will promise this: this fic will not go unfinished. I refuse to let that happen.

"Why?"

The question comes later, when Optimus has held Soundwave in its arms and felt the pulse of its spark against the sensors in its hand; Soundwave has time to reflect upon its actions. The danger to itself for this is minimal, even if the information were to reach the datanet. Origins are easy to guess at, assume.

"Reasoning: put my actions in perspective for you. Unpleasant addition: make you feel sympathetic for me." There's no room for anything but brutal honesty here. Its field is laid open, unfurled against Optimus', a gentle buzz as information flits back and forth.

At this range, nothing is hidden. If Soundwave focuses its sensors it can detect the faint noise of Optimus' machinery working, thoughts transferring and being expressed in code; their very essence.

Right now Optimus diverts its attention by dragging its thumb over Soundwave's fingers.

"We're still doing this in a living person," Optimus murmurs. The horror is bright, layered with concern and affection.

"Intent: to survive until stability is found. Stability: territory held securely, functions fulfilled, need for extreme measures of defense: unnecessary."

The horror doesn't fade. Soundwave just looks at Optimus, hoping it understands, judges later - or not at all. It trusts in that affection it can feel.

Its cassettes for once are silent.

Optimus looks back, releasing Soundwave's hand to touch the side of its face-mask.

"I - "

\- Spinner jerks in the air, rocks before slamming them to the side, something wrong, something external interfering - 

Optimus shouts, a wordless sound as it scrabbles against the vertical surface of the floor, optics flaring with distress as Spinner jerks again, heating up, flaring - 

The surface under them opens into open air, some emergency mechanism in Spinner activating and forcing it to open its doors, deploying them both - without any ability to fly or otherwise cushion themselves from a fall.

The expanse below them: a crowded metropolis, buildings reaching up through the majority of the level, multiple connector tubes linked between the structures, several fliers flitting around massive columns, a bustling level filled with prospering, working mechs. One such flier darts down from where Spinner's being held by another, and it transforms, snatching them both in its massive hands.

A _shuttle,_ military-grade, a mech Soundwave never expected to find below Iacon - why would something so powerful and huge permit itself to be denied the open sky and access to space?

It offers no answers, only tightening its grip whenever they try to move, denting metal and more importantly risking Soundwave's cassettes with its grip.

So.

Prisoners.

Optimus looks across the gap at Soundwave as they descend, the shuttle's wings folding back as its thrusters fire with less and less force.

::Objective: survive!:: Soundwave sends, tearing its visual focus from Optimus so it can look down, try to see if there are any mechs waiting for them below.

Its frame trembles with dread and anger, that it made such a terrible mistake - but emotions are discarded, now. There is only the current situation, a problem to be solved, and below is a waiting communications mech with bright purple optics, waiting for their arrival.

It smiles at him, saluting with its fingers as the shuttle sets down, frame shuddering as it stabilizes itself on the ground, walking up to the waiting mech and bending down on one knee as it holds out its prizes.

"That one first," says the communications mech, and Soundwave makes immediate note of its non-standard verbal patterns, indicating an individual personality.

The shuttle holds out Optimus, and the mech reaches out to put a hand to Optimus' chin.

"You're wanted at home," says the mech. "Your creator sent a message, and I'm here to deliver. Ready?"

"Put me down first," Optimus says, and the mech shakes its head.

"You shot up a bunch of mechs pretty good, Optimus, ward of Alpha Trion. No one's happy about it, and I'm not glitchhead enough to let you get a chance to put me down. You're going to get the message in one shot, so here I go: _Optimus, do whatever you must to stay safe and protect your friends._ \- What, that's it? Whatever. I've recorded the message delivered, and - there's my credits. Back to the real business." (Soundwave records the message, the timbre of Alpha Trion's voice, sets programs to studying it so that it could potentially imitate the voice later, if needed. There is the chance it is a fake, except for how Optimus' optics are shining.)

The mech flicks its fingertip against Optimus' face-mask with an audible clink, and turns to point at Soundwave.

"You. Little scraplet. No one wants a monster roving over the surface, so you're coming with me."

"Death: not immediate?"

"I need to know how to reverse what you did to that poor helicarrier," says the mech, crossing its arms. "And to undo those locks, and I'd like to know what other tricks you've prepared. You're pretty scrappy, coming up with innovative tactics, but this isn't a war you can win without more firepower - I got lucky, I'll admit it, but hey. With your genius I can make a bid for myself."

"Suggestion: begin improvements with speech patterns."

The mech blinks at Soundwave, mouth twitching in a surprised smirk.

"You're pretty rude in the face of total domination."

"Designation?"

"Fader - and don't bother. You can't reach the datanet around me."

"Reminder: signal blockers, contrary to our function."

"So's reprogramming other mechs, and here we are. You're a menace."

Soundwave doesn't bother trying to explain that survival comes first, or its lack of resources or its towering ambition. It stares at Fader, utterly silent as it works instead at figuring out a way for it to disable the shuttle and Fader both.

It can't think of anything - but it doesn't stop thinking, sharing ideas with its cassettes, even as Fader snorts at him, a recorded rude noise.

"Okay, let's go!"

The shuttle rises to its pedes, carrying its prisoners after Fader, carrying them all deeper into the city.

Above, other fliers escort Spinner to a landing pad, beginning to repair the damage they inflicted on it - and they find locks preventing it from transforming, its freedom contingent on Soundwave's, or an understanding of its methods.


	11. Chapter 11

**Notes for the Chapter:**

> Heed the new tags! Things get rough for Soundwave in this chapter!

Soundwave's cassettes are pulled from its frame, one at a time. They do not fight, frames limp in forced submission as cold hands set them on a waiting tray. They do not transform, optical sensors tucked deep within them, their beings protected by slim casing.

They are hostages, as much as Soundwave is. If there is to be freedom, it will come for all of them - or not at all.

Soundwave stands still and open in a green-lit room, optics fixed on Fader, where it stands watching its subordinates prepare machinery, sensors, equipment.

Intent: to strip Soundwave of its secrets, freedom, threat.

There is no plan.

The room itself: bare metal, tubes built into the walls and corners to guard cables. Machinery, not a metrotitan - but the room has rudimentary sensors, power sources, resources that Fader assuredly controls.

There is a console bank in the middle of the room, with a chair wired to it. The green light emits from below, pervasive; it speaks to Fader's personality more than the architect's. Standard lighting in Cybertron prefers the walls, neutral star-colored shades, from white to pulsing red.

Not green.

Ravage is the last of its cassettes removed, set on the tray with the rest, its comfort the last thing to echo in Soundwave's spark before it stands alone amongst its captors.

This could become an execution; there is no plan.

Soundwave opens it sensors, opens them more and more as it's prodded towards the chair. Fader uncrosses its arms, biolights flaring in an unseemly emotional display, purple bursting through the green to make a mark on Soundwave's optics.

Fader's field: unshielded, triumphant.

"Sadist," Soundwave says, pulling its field in, refusing to share itself more than it has.

"No, no no. You've got that wrong, scraplet. _I_ never locked a mech inside its own processors, or left it to starve. Whatever I am, you're worse."

"Necessity," Soundwave explains itself, frame beginning to ache with all of the information flowing into it. There is the huff and click of ventilation systems, the whir of joints and other machinery, all information taken in without filtration. Fader's field keeps snapping, indicating that it's fluctuating, bursting with new emotions; the sound is so faint that most mechs wouldn't pick it up.

Olfactory sensors: the tang of something organic, something sweet. Source: unknown.

Nothing useful, yet. Soundwave could wince at how painful it feels to redirect its sensors while they're pushed to intake everything, but it's necessary - necessity, again, putting it through pain. Pain, in the service of survival.

Soundwave sits on the chair, keenly aware of how helpless its cassettes are, fear and desperation for a new path pushing it to consider new reasonings, new paths - anything that might provide it with a plan.

Fader has a leak in its right pede, under the knee-joint, minuscule, the soft drip and sizzle a painful staccato in Soundwave's sensors.

Survival, freedom - it has never considered what it could do with those items, always sought higher and greater positions so it can assure safety - but the question is one of excess.

There was a better method than using Spinner, if Soundwave could have found it.

Fader taps a finger-tip against its face-mask, a clink that rings in Soundwave's audials, forces its optics to reset - but it focuses, focuses in desperation on Fader, listening not to its pedes but to its helm, turning off sensors that would tell it about its surroundings.

Fader says something that it doesn't process, its mouth moving, the very sound of its facial joints audible.

The hum of Fader's processors, the whir and crack of programs using different sections of Fader's brain module. Soundwave ignored the sound in Optimus when it listened so closely, but now desperate drives it, when Fader slaps its cheek, says something - 

"Yes," Soundwave says, to buy itself time, guessing on what Fader means as it focuses, listening only to that sound, to a code it needs to crack. Files of Cybertronian anatomy are accessed, studied, compared to what it hears - increased activity in the upper quadrant means - means - 

Pain lances through Soundwave as Fader jabs a thin rod into its arm, under the armored plating, making it cry out.

"Pay attention!" Fader snaps, and now Soundwave understands the words, and it nods, pained snaps and clicks sounding from its vocalizer - but it's making progress, it can understand - there's a new hum as Fader begins to speak, thoughts becoming language and words.

A plan - disable Fader, disable the rest in the seconds after that. Find a way. Find any way, because survival - survival in excess is paramount, and reparations can be found afterwards, even if it upsets Optimus.

Fader speaks again: "Let's talk about your methods, Soundwave. The way you hacked Spinner was...oh, let's be generous. It was art. He did exactly what you needed, and I bet repairing him will be elegantly simple, once you tell us how."

"Yes," Soundwave confirms, learning by seconds how to modulate its sensors so it doesn't harm itself while it listens to Fader's processors.

Can it create a signal that would interrupt those specific signals? - Or would that be obvious, and blocked from use?

No, it decides, listening to Fader's judgment, Fader's suggestion it begin to explain things, as Fader loses its patience and jabs it again, then spins - 

"I will explain my methods," Soundwave says, standing up abruptly, before it's caught by a mech and shoved back down. Fader whirls back, rod at the ready, expression satisfied.

It doesn't enjoy the fear it causes.

The assessment of sadist was partially incorrect.

That doesn't change the situation - 

"I will explain my methods to Optimus," Soundwave says.

"No," Fader says, shaking its head. "No chance of that. Get you two together and I risk losing you both to some kind of secret plan. Too obvious, scraplet. So - let's talk Spinner. How - " A jab to Soundwave's chest, "Do - " to its neck, "We - " to an optic, searing so bright the optic fails, forcing Soundwave to jerk back in pain, rocked between the rod and the soldier holding it down - 

Here Fader waits, waits the long kliks as Soundwave's optic flickers back on, damaged but not deactivated, still capable of taking in data - the lens are cracked, now, seared and sending miscolored information.

"How do we restore Spinner?"

Soundwave tells them that much, shivering with echoes of pain down its sensors. Fader smiles at it.

It _must_ spare its cassettes this - 

Weaponry: it has itself, and only itself. Its altmode will be useless in this situation, worse than useless as it's too heavy to move, even if it can amplify blocking signals and shut mechs down. The faint inklings of a plan it had as it listened to Fader - it will have to use its vocalizer to emit the right frequency, instead of the proper equipment.

It could disguise its workings under speech, if it can coordinate itself.

It needs Fader to ask it a question.

Soundwave waits, field folded so close to its frame it hurts, processors working overtime to figure out how to do it, which modules to interrupt, if it _can_ finesse this - 

Probably not, but it has time to analyze those options before Fader finally finishes sending the methods onwards to a subordinate medic.

There are two key functions to disable: motor controls, communications.

Fader walks back, slapping the rod in its hand, optics sharp, mouth a grim line.

"That's one of two. You going to talk, or should I start with your fliers?"

"Cassetticons harmed: cause for deactivation," Soundwave says, testing its new weaponry - emitting new signals as it speaks at a pitch above ordinary audial ranges, designed to fool processors into accepting the signals - 

For a moment it wants to stop moving, stop thinking - but it knows what the signals are, and bears the disorientation.

Fader - doesn't.

Fader rocks, collapsing as its legs jerk under it, and Soundwave moves, continuing to emit those signals, tweaking them for the other subordinates as they move, testing new ranges just to find out if they work as it opens itself up, methodically picking up its cassettes and putting them into their slots.

That done - Fader writhes on the floor, utterly helpless. Soundwave looks at it, and decides - its survival is paramount, but terminating this mech - 

Soundwave thinks of Optimus, and hurries to the console, quickly obtaining information about the complex as it refines its weapon - by the time it's ready to leave it's obtained stasis cuffs from one of the smaller subordinates and applied them to every jerking mech, so that when it leaves - well.

They'll survive.

Soundwave runs, ceasing the signal and resting its vocalizer as it darts down corridors, refusing to release its cassettes - they're curious, that emotion surging through its spark - but they're more relieved, and they all know to wait until they're free to celebrate.

Optimus - still being held by the shuttle. An efficient cell, one with only one key: Soundwave transforms as its bursts into the bay, landing as a heavy structure, but now capable of broadcasting its new weapon at volumes loud enough to affect large mechs. It tweaks frequencies over and over as the shuttle approaches, optics narrowed, wings back in an unplesaant display - 

Down it comes in a mighty crash, with Optimus falling free - Soundwave transforms, sprinting before it finds its pedes, crossing the room as fast as it can to grab Optimus' hand.

"Optimus: up, now!"

It knows an escape route, it knows where they'll go - if only Optimus can reorient itself before the shuttle does.


	12. Chapter 12

**Notes for the Chapter:**

> Hello again, sorry for the delay! February's usual malaise came and is still hanging out, so I'm doing what I can to combat it. With luck, as the month ends, I'll get back to writing on a regular basis.

Who doubted it? Optimus struggles to its feet, gripping Soundwave's hand and forearmor so tight it risks dents, its optics bright in pain and confusion - but it moves. They move, as fast as they can, and escape simply happens. Out of Fader's complex, down alleyways and with occasional bursts of Soundwave's new weapon, with Optimus warned to focus only on Soundwave before it fires, bringing down pursuit - and other citizens, but nothing, nothing it does is fatal.

Not after its lessons, not if it wants to keep Optimus. Not if it's possible to prevent termination while ensuring their safety.

Here, it is. Small mercies.

Out of alleys, into crowds; they're honked at, brakes wail and curses sail at them as they disrupt traffic, foot and wheeled and otherwise. By now Optimus is actually running instead of stumbling, taking the lead and Soundwave's directions - not that it's let go of Soundwave's hand. They're in this together.

Laserbeak wants out, Buzzsaw moreso, enough that Soundwave's chest rattles with the force of their want - but they're denied, refused when Soundwave's still so scared - it doesn't have time to feel.

Directions: go until there is a break in the buildings, another mistake in the planning so that there is an alley instead of two seamless structures. The rule underground is for perfectly fitting buildings, no wasted space - but Iacon was never under the hand of a single team of designers. There's history here, minutiae that Soundwave could lecture on, given a connection to the datanet and inclination to.

Instead it draws upon its stored information, refusing access to the datanet. Calling up maps here and now could prompt others to change them, or remove them entirely. There is a chance it would find the maps already altered if it compared its own saved files against the public ones.

Push past a crowd of angry brown and yellow and green mechs, keep running into a room and stop, enough time to let overheating systems dump heat in steaming curtains of air, as Soundwave lets go of Optimus' hand so it can brace them on its shoulders, head tilted back so it can train its optics on Optimus'.

"Fader: alive," it says. "Every mech in there: alive. Spinner: can be repaired."

Relief blooms in Optimus' field, in its optics.

"Realization: Optimus, warrior, not soldier. Survival: paramount, not consuming." As succinct as Soundwave can explain it, in these stolen moments. There's already the sound of engines in the distance, more pursuit that they can't outrun.

"We'll talk about it later," Optimus says, and, "Thank you."

"Gratitude: noted. Plan: leave Iacon temporarily."

"Really?" Optimus asks, leaning forward minutely, optics brighter. This has touched on its curiosity, in a deep way - but again, they have no time.

Soundwave sends him a diagram of the route they are to take, and another diagram displaying potentially illegal information on how to open hatches that lead out of the city. There are reasons why the city is so tightly sealed, and focuses on adding levels straight down instead of risking expanding outward, and they aren't merely structural concerns.

Unfortunately, the risk of the barely known outside no longer exceeds the risk if they stay within city limits.

Soundwave takes Optimus' hand again, grips it tightly, and together they leave, sprinting again.

The crowds have thinned, with a vast strut-deep hum filling them as they move - now they have a real problem, as Soundwave risks scans behind them, optical and other sensors - 

It's the shuttle, and it shoots past them, flying with a speed that could break it free of Cybertron's orbit.

It's unpleasant to realize that a break of barely a few kliks may have cost them their freedom a second time, as Soundwave's calculations turn up the likelihood of Fader being on that shuttle with a defense planned for Soundwave's new weapon.

Improvisation is all they have, then, and Soundwave pulses trust through its field as it looks to Optimus, dragging it to a halt.

"Transform."

Ahead of them there's the abrupt cessation of the shuttle's engines, and Optimus doesn't take the time to ask questions, transforming into a massive armored convoy. It's not large enough for Soundwave to ride inside of it, as some minibots could, but Optimus isn't small, either: Soundwave clambers onto its back, finding footholds and grips as Optimus begins to accelerate.

Optimus has engines that can power shield generators large enough to shield multiple mechs. In its altmode - those engines are even more powerful, roaring exhilarating sound into Soundwave's audials as Optimus picks up speed and power, shields flickering on as it begins to ram through buildings, as mechs dive out of its way - it's impossible to miss the way Optimus jerks out of the way of slow pedestrians, mindful of others even while building up enough speed to flatly ignore obstacles.

Ahead lies the shuttle, transformed. Fader sits in its outstretched hand, transformed - 

Soundwave grips Optimus so tightly it can feel dents forming, and it prepares to match whatever Fader sends, sensors turning off and tuning down, preparing to intake only what it must to decipher and reflect Fader - 

The first shot rocks Optimus on its wheels, forcing it to correct its course in a shaking jerk - but Optimus reflects green in its field, using that delicate field to communicate as its shields flare blue. It's on for long enough for Soundwave to feel and answer confidence - and it's off, before the second shot arrives, a note so deep it nearly scrambles Soundwave's audials, coding carried in the subtle pulses that it hears and processes automatically, a potent virus that Ravage helps quarantine and dissect.

There isn't a third shot, as Optimus jackknifes out of the way of the shuttle's hand, shooting between its legs and ramming into the side of its leg on the way, a jar that has Soundwave's hand loose and flapping as they rip onwards, turning so messily Optimus scrapes against the side of Iacon's citywall, sparks and paint flying as they rocket towards a building - _the_ building, the one that shields the ancient exits from Iacon.

Optimus barrels through the wall as its brakes, transforming to further slow it down, catching Soundwave as they fly past Optimus, wrapping Soundwave in its arms as it slams into the far wall, shielding it with both shields and frame, as they slide to the floor, momentum stopped - 

For the moment. They both race towards the hatch once they spot it, and get to work, finding panels and activating them, performing rush hack-jobs on old locks before the aperture spirals open, sterile air releasing into the room before they hurry through.

Behind - the aperture spirals shut.

Ahead - the lights are a dim, flickering white that steadies the longer it's on.

It's a clean corridor, tall and rectangular, seemingly in perfect condition. They've both halted, steam rising from their vents again, hands clasped again.

Soundwave takes visuals, recordings, comparing the height of the corridor against the height of construction 'bots, finding it to be larger, which is curious, curious - maintenance 'bots are much smaller than construction 'bots, of course - 

"We have to move," Optimus says finally, shaking itself out of a reverie. Their safety is only temporary.

"Yes," Soundwave answers, and walks with Optimus.


	13. Chapter 13

**Notes for the Chapter:**

> Again, my profoundest apologies for taking so long with this! Winter hit me hard, and I'm hoping that as it passes, I can get back to writing these on a regular basis, as I do want to finish this before too many more months pass.

The maintenance tunnel leads away from Iacon at an angle, lights continuing to flicker on as they walk, fading out as they pass. Some are broken, and others have been scavenged, the entire structure simply taken from the ceiling. Scavengers have been here despite the locks, but it speaks to how well off the citizens are on this level that most of the tunnel is intact.

No one sits against the wall at any point, no one with empty optics and grayed-out plating. No one sits waiting for an opportunity to beg or attack, and for that Soundwave is grateful, and bitter.

They share cubes as they move, replenishing their fuel tanks while they have a quiet moment, and Soundwave opens up, releasing Ravage to sprint ahead of them, scouting - but it refuses to release any of its other cassettes, a hand pressed to its chest protectively.

 _Come on, boss!_ Rumble complains, but there's no real insistence to its tone, and Soundwave doesn't respond, field flexing with protective urges.

Ravage returns often, finding only empty corridors ahead, and finally gives up on scouting for a time, trotting along with them.

Optimus breaks the silence.

"Do you think we'll find anything?"

"Unknown," Soundwave says. "Ideal: no discoveries, only tunnels that lead to the surface."

"That would be boring," Optimus says, an amused glint visible in its optics.

"Optimus: desires an encounter with underground monster?"

"Only if there's never been a sighting of it before, so we can be the first to see it!"

"I haven't detected any unusual scents," Ravage says, tone dry as dust. "There's nothing here. Sorry to disappoint."

"Don't say that until we've left! I believe we'll find something interesting down here," Optimus says with an optimism that defies reality - Soundwave finds itself happy to hear such a thing. After their escape and previous battles - it is pleasant to contemplate an adventure with Optimus that won't involve fighting other mechs.

... It is deluding itself, it knows. Laserbeak extends itself.

_Enjoy it while you can. We all want a break._

_I don't want a break,_ Frenzy protests, and a minor argument starts between the rest of them over the amount of mechs Frenzy could take in a fair fight - Soundwave listens, gripping Optimus' hand tighter.

"What's wrong?"

"Cassettes: safe," Soundwave murmurs - Ravage leans against its leg.

Optimus doesn't respond, but it doesn't let go of its hand, either.

//

A split in the tunnel, one turning back to Iacon, one turning away from the city. The choice is simple: pursuit could be waiting for them at the next exit from the tunnels, and more importantly, Optimus is curious.

Away from Iacon, the tunnel is in better condition, with fewer signs of scavenging - and before Ravage can leave to scout again, the tunnel opens up into an even larger room: one with raised catwalks high on the walls, vast slabs centered in the room, and inset along one wall, a series of standing guardians.

Iaconian Guardians, the type of which haven't been seen in centuries, if not longer. Soundwave stops as Optimus does, staring up at the massive war machines.

"I thought they destroyed these," Optimus says in a whisper as Soundwave pulls up what little it knows of the legends of Iacon's guardians, the massive mechs who lacked personality and instead obeyed the city itself as it defended Iacon from attacks - ancient wars, long-won - and with the peace brought about by the roads laid between cities, and the prosperity of trade that came from those connections - war was unthinkable, in this day and age.

According to the well-off mechs on the upper levels, at least. According to what Soundwave had learned.

If these still existed, then the ancient gestures towards peace had been a lie - 

"We need to tell Alpha Trion about this," Optimus says softly, likely thinking along the same lines.

"Not others," Soundwave agrees, trusting it understands Optimus' intent. "Guardians: functional?"

"I don't know."

"Ravage: dock," Soundwave orders softly, ushering Ravage back into safety. Unnecessary, perhaps, but while the shuttle was large, these are larger.

The guardians themselves have a nominally similar structure to theirs, with two leg-like structures, two arms, and a massive face-plate, but there the differences end: the guardians are far more rounded, and it's unclear how they walk without proper joints - but that's likely a reflection of their purpose. They're meant to kill, and that means no weaknesses, no exposed joints or sensors - and what could anyone shoot to bring these down?

Soundwave pulls its optics away from the guardians, looking for a way onto the catwalks - here it lets go of Optimus' hand.

"Suggestion: study the guardians," Soundwave says when Optimus turns it head. "An exit: can't be far."

"Okay," Optimus says, and it approaches the feet of the guardians, and now Soundwave turns to following the wall, seeking - and finding an ancient set of stairs. They hold as it climbs them, and from the catwalk Soundwave can see the rest of the hall - nothing but more slabs, more guardians, and several empty spaces where a guardian might have stood.

::Optimus,:: it sends, along with directions to the stairs, before continuing its exploration - there are windows cut for observation areas, and soon it finds the round aperture that acts as a door set into the wall.

It opens without any protest, spiraling open, and Soundwave steps inside.

Here is a control room, with rows of consoles and monitors. The lights are automatic, but Soundwave doesn't risk activating anything by touching the consoles. Instead it investigates, looking for any loose datapads, or labels of any sort, not expecting to find anything useful.

Optimus comes up in time, joining Soundwave.

"Find anything?"

"Negative. Consoles: too risky to touch."

"Right. I think if we keep looking around, we can find a way directly to the surface."

"Agreed," Soundwave says, turning to resume its search - and stopping.

Across the room, a mech stands frozen, a look of shock upon its face.


	14. Chapter 14

**Notes for the Chapter:**

> AU where nothing bad happens to me for a month. I have decided to throw the plot into full gear, with intent to wrap this up as soon as I can without making it feel rushed or otherwise mishandled. Wish me luck - we're in the final stretch here! Another chapter coming if not tomorrow then the day after, I promise.
> 
> e: I can't fulfill this promise. :< I'm too anxious to write as I have surgery on Monday. But it's coming as soon as I can put it together! I just need life to work out for a day or two.

"You're - you're not supposed to be here," says the mech. It clutches a datapad to its chest and stares at them with triple-optics and a frame so delicate it can only be a scientist.

"We'd like to leave," Optimus says, stepping forward with hands held facing outwards. "Could you show us the way to the surface?"

Soundwave silently moves to stand just behind Optimus' left side, and adds: "Warning: breach in the tunnels below. Pursuit: may be violent."

If they are lucky and this scientist is naive, it will simply give them directions and a warning and attend to the threat at hand. If not, Soundwave's weapons are prepared.

The scientist audibly whines from stress, its processors likely disrupted by their sudden presence - that type of mech never likes to be distracted when it's been pre-focused on a task, but its optics don't reset, a good sign for its stability.

"There's an exit down there?"

"Yes," Optimus says, keeping its tone even. "We came up from the tunnels below."

"Oh, I... I see. Come with me, we need to report this," says the scientist, datapad vanishing into its subspace as it turns, walking quickly out of the room.

Options: shoot it, paralyze it, run past it - Optimus follows it. Soundwave follows, for the moment trusting diplomacy.

//

A set of spiral doors open up into normal architecture: a smaller room, desks that fit standard Cybertronian heights, mechs who _are_ standard Cybertronians. One's plugged into a desk, frame language obviously bored - the doors set back in a lazy droop, one pede put out away from the desk, a finger tapping on the desk - but the other mech jumps to its pedes when it spots them, a stylus clattering to the floor in its surprise.

"Jitterflash! What the frag - ?"

"Presence here: unintentional. Below lab: exit to tunnels. Our purpose: to leave." Soundwave says. The bored mech turns and jumps up, equally surprised. None of these are combat units, non-threats except for what they could call down on their helms.

"You can't do that if you've been in here," protests one mech. "There are rules about this!"

"I thought we'd agree to have them download the non-disclosure programs once we got them out of the lab," says their guide and scientist, designation apparently Jitterflash. It hasn't said a word about this - not that Soundwave minds. Diplomacy: obviously going to lead to arguments, guards, delays. They need to get moving immediately so they can continue their race to the surface.

Soundwave silently touches Optimus' back. ::Audials, off.::

These mechs are out-classed: a burst of Soundwave's new processor scrambler on the right frequency and they all drop. Optimus begins to run, followed by Soundwave as they leave through the opposite door, emerging into a larger complex - there are armed guards leaning against one wall, other doorways - it's an important place of some status judging by how clean and polished everything is. That's all Soundwave can register before the guards draw their weapons.

Optimus transforms as Soundwave jumps onto him, gunning his engine as they shoot out of the building as if pursued by cyberhounds - 

And slams on the breaks, shifting from the sidewalk into the traffic as Optimus' engine grinds. A mech jumps out of their way, cursing - but that hardly matters. They're _here._

Jitterflash _had_ taken them on a lift, but it had been smooth, quiet, and well-maintained. It had been impossible to count levels or distance, and now: here is the surface.

Soundwave can't fight the urge: it boots up its main communication systems, opening itself up to the datanet, incoming messages, worse - it needs to know what these surface mechs know already, and where they're going, even if Optimus sends a snapshot of their route to Alpha Trion.

Data flows in by the terabyte, and all of Soundwave's cassettes get to work, assisting it with the categorization of every piece of data, and picking out what's important. The top-level news is of some discovery made by explorers from out-system, interesting but not relevant to their situation. Further down are records of insults made by Tarn to Vos, other political news that is of course important but not relevant - 

They merit a mention on the local-level, a warning of violence on the lower levels, a reminder to travel with guards if anyone cares to go too far from the surface. They merit more extensive mention on the communication tower networks, private to an entire class of frames, and there is Fader's report, others - mechs who no longer matter, now that they are here.

::Optimus: only mechs who care about us: communication towers, mechs hired by similar.::

::Makes sense,:: Optimus sends back. ::Do you think anyone will intercept us before we get home?::

Home: a concept bound up in territory. Optimus doesn't know what it's offering, or if this _home_ will be safe. Home will be safe for Optimus, a given.

::Requirement: collect on Message-9's offer.::

 _If it's even real,_ Rumble sends.

 _Message-9: could be terminated._ Soundwave sends back. The culmination of their journey means that they need to make decisions and act on them, regardless of what Optimus thinks, because without one of the reigning lords of the surface appeased or subdued they will be hunted until termination.

::How do we do that?:: Optimus asks.

::Optimus: keep driving.:: Soundwave orders, simultaneously sending off messages across the datanet, to its contacts and potential friends and allies.

Contents of the message: _Alive. Seeking territory. Challenging: Message-9._

::Optimus: may stay involved, but an agreement must be reached.:: Soundwave sends.

::I understand,:: Optimus says, no longer the uninformed mech it was at the beginning. ::Soundwave, I'm going to protect you until you can stop fighting.::

::Optimus: do not promise that.:: Soundwave says, but they can't keep talking: not when ahead of them a gigantic row of steps are coming into view, marking the entrance to Iacon's archive.

Standing on those steps are two communication towers in their root modes: Message-9, and Blaster.


	15. Chapter 15

Everything hinges on the generosity of two mechs at the peak of their power. Blaster, famous for clever wordplay, a friendly demeanor, social skills that indicate powerful political allies, as well as a deft personal touch as it handles messages personally, at times - busy, and properly so: its territory is immense, and crowded besides.

Message-9 presents a study in contrasts: studious, invisible, unknown to the average mech. Respected, by those who come to know it. It's professional, covers every gap Blaster leaves, graces Iacon with steady links to the datanet. Soundwave knows its primary claim to fame: its cassettes handle the heaviest dataloads of all: the transfers between the Scientific Institutes of not just Iacon, but Altihex, Praxus, and the Crystal City, as well as other places. Being responsible for those is a honor few covet.

Visual data: Blaster has a similar build to Soundwave, with minor tweaks: a faceplate, uncovered optics, speakers visible in the pedes. An appearance comforting to other mechs, with a demanding transformation sequence. Message-9 is short, squat, its transformation likely the extension of antennae and little else. It looks at them from abstracted optics, its hands twitching - enough to draw the optic, to realize it has foregone the usual arrangement of five digits, instead keeping twenty functional, useful on a keyboard.

Perhaps Soundwave should consider itself honored that both of these busy mechs have come to it in person; but no. It is acknowledge of the threat Soundwave represents. There is no telling how many plans have been upset by its ascent, and now it has a secret that Iacon won't want released.

They mount the steps of Iacon's Hall of Records, the grand archive, pride of a city that sells itself on its civilized history. Presumably Optimus' home, residence of Alpha Trion, ancient survivor of Cybertron's creation - so the legends run. Fights in the archive: prohibited.

Analyses run in Soundwave's processors on and on and on as they complete the climb, messages arriving from the datanet, data it can use and data it can't, last minute conclusions and revelations. All temporarily irrelevant as they stop a respectful distance from the two communication towers.

If the city caught on fire now, Soundwave wouldn't notice.

"Soundwave: received word of my offer," Message-9 says into the silence. Blaster's face proves itself to be highly mobile, the briefest of grimaces passing before it gives a low whistle.

"We're impressed," it says with a little clap of its hands, the sound ringing. "Really."

"Offer: legitimate?" Soundwave asks. It steps forward, ahead of Optimus. "Message-9: _surprised_ to meet us? Fader: had advance warning. Others: similar warnings."

Blaster makes a show of looking between them, its optics flicking from Message-9's squat helm to Soundwave. Its hands spread, shoulders lifting.

"Don't look at me."

"Blaster: be assured. Message-9: focus of my questions."

"Ouch."

But Blaster's quiet as Message-9's fingers meticulously curl into approximations of fists.

"Soundwave: was expected to fail," Message-9 confesses finally, optics gleaming dully. "Reasoning for invitation: increasing tensions between Tarn, Vos, other cities. Invitation: intended as a gamble. Survivors: presumably captured, brought here. Bargained with. Total success: deemed to be impossible."

"Woah," Blaster utters softly - despite the way its fingers must be on the pulse of Iacon, clearly its focuses on political dealings have been lacking. Or so they are meant to believe. It is difficult to tell.

"Iacon's lowest sublevels: populated with starving mechs," Soundwave says bluntly, but it doesn't dwell. "Message-9's offer: revised. Territory, decent location. Exchange: connections to Tarn, Vos. Correct?"

"Proposal: flawed. Connections: already accessed. Required: physical presence in these cities. _Messengers."_

Within its compartments, Soundwave's cassettes are ready for deployment. Soundwave puts a hand over its chest.

"Messengers," Soundwave repeats. "Iacon: intent on provoking war?"

"Iacon: intent on preserving peace. Peace: vital for trade, science, entertainment. Wartime gains: misleading."

"Hey, hey hey!" Blaster cuts in. "Niner, Sounders, we're all talking like we're the Council. I know tensions are running a little high right now, but - "

"Tarn: ready to deploy weaponry on Vos," Message-9 says in monotone.

"Iacon: ready to defend itself," Soundwave echoes. "Keys to controlling conflict: information. Ourselves: information. Blaster: - "

"We are _neutral!"_ Blaster says with a loud voice, the distance between them closing. "Pay attention to the ebb and flow of politics, sure, but our function is to disperse information _wherever_ it goes! Not to decide who gets to come out on top of every conflict!"

"Soundwave," Message-9 says. "Options: assist me, function to preserve peace, integrity of datanet, Cybertron itself. Other options: hardly worthwhile."

In other words it won't bother arguing with Blaster - which has Blaster all but sparking with fury, its field a radiant fire that buffets up against their perimeters.

"I don't want war," Blaster says. "I have never wanted war. But our role is to keep our probes out of these kinds of messes."

"Information: should be free," Soundwave murmurs. It understands the ideals. It understands that the ideals want them to behave as tools, function as the structure of the datanet without necessarily participating in it.

It understands that it possesses information these two may not have, that may influence the concerns of the rest of the planet.

"Choice: clear?" Message-9 pushes, but Soundwave's already disregarded its offer. Leaving Iacon now would be foolish, regarding its ambitions.

"Counteroffer: peace between Tarn, Vos. Methods: my own. Location desired: the Archives."

They can read whatever motives they wish into its words - love, foolishness, greed, arrogance - whatever they wish. Soundwave will keep Optimus, and Iacon, and its freedom.

"How?"

"Foolish," Message-9 declares - but it says nothing else.

Blaster repeats its question, but remains ignored. It has firmly established itself as the platonic ideal of their kind, friendly, useful, profoundly unambitious. Its origins - Iaconian, surface-level - or so Soundwave assumes. It could be wrong.

Message-9's hands unfold themselves, multiple joints opening as the many digits fan out.

"Soundwave: will be evicted in one week if tangible results are not produced. Further territory: _not_ offered. Understood?"

Soundwave nods once. This is the only leeway it will get.

It turns from the two mechs, offering a hand to Optimus. The hold is gentle, and Optimus' optics are glowing brightly as they touch fields, a short moment of intimacy before they walk away, up the steps and into the archive: Optimus' home.

And now - Soundwave's home as well.


	16. epilogue

Ravage is gone, stalking the shelves and likely the streets. Most of Soundwave's cassettes have followed, gone to map their new home as thoroughly as possible. There might be complaints from the other towers, not that Soundwave will care: this is their territory now.

It hasn't let itself be bolted down, however, even if it has serviced users already: patrons of the archive, surprised and pleased to see a helpful console with greater datanet access available. They're a class up from who Soundwave previously served, mechs with clean hands and different desires when it comes to datanet access - and no hacking attempts.

It's pleasant, soothing after the previous days - the archive even comes with time to rest, as the users and visitors are ushered out at specific times, so the clerks can work and Alpha Trion can wander the stacks in peace.

This is the time when Optimus comes to him, touching his panel and helping him transform and taking him away to private quarters and visits to the city proper - cafes, parks, grand highways, Iacon as it is on the surface.

Home, now. Soundwave loves it - as much as it hates the complacency of the citizens, the idle curiosity, the arrogance - but this is what it gets, living here. No one is starving or damaged, and gangs do not roam the streets.

Ratchet sympathizes, when they meet again. One-sided, as Soundwave doesn't invite conversation, but the medic understands, as much as it can.

News: Tarn and Vos, united in opinion against Iacon, their leaders demanding answers - why has Iacon rebuild and maintained Guardians, the one-time enemy of all free mechs? Peace, assured temporarily, cheaply. Soundwave knows it won't last, and this is what it discusses with Optimus late at night - amongst other things.

It's difficult to think of war when Optimus works its fingers so nicely over sensitive interfacing arrays, when Rumble and Frenzy run laughing from upset clerks, victims of their pranks, when there is nothing but _peace_ in its day to day life, and love - 

But it keeps an optic on the datanet, and listens to broadcasts from a mech named Megatron, and sits curled in Optimus' hold, fields sharing worry and reassurance.

Whatever comes, they'll protect what they have.

**Notes for the Chapter:**

> And after nearly half a year, what was meant to be a project of a couple weeks is finally done. Phew!
> 
> Thank you all so, so much for putting up with my frequent interruptions. My dramatic IRL stuff isn't over, but I've weathered it enough to get this done - and I hope it's a decent ending? They're together, they're happy, and history turns, as it will. (And if I hadn't stopped there I'd still be writing for another 20k, and oh no, oh no I have other projects I want to write!)
> 
> In conclusion: Cosmic, Merry Christmas. I hope you enjoyed my plot-fueled tour through Optimus/Soundwave. :>


End file.
